Common use of Indemnification; Exculpation Clause in Contracts

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and LenderXxxxxx’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender Xxxxxx and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower Xxxxxxxx and a third party, or (iii) any contention that Borrower Xxxxxxxx has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third partyfinancing statement of record outstanding at the time of this Agreement, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third partyfinancing statement of record outstanding at the time of this Agreement, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s gross 's negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third partyfinancing statement or record outstanding at the time of this Agreement, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This 14 indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third partyfinancing statement or record outstanding at the time of this Agreement, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender Agent and all Lenders and Agent and each Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lendercollectively, collectively the “AgentsIndemnitees”) against, and hold Lender and each such Agent Indemnitees harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ fees and costs) and other amounts actually incurred by Lender and each such Agent, Indemnitee arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents (ii) any dispute between Borrower and a third party, party or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any AgentIndemnitee’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to LenderAgent and Lenders.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable documented out-of-pocket attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, reasonable expenses (including, without limitation, reasonable attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender each Lender, Agent and each of such Agent Agents harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender each Lender, Agent and each of such AgentAgents, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower Xxxxxxxx and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of any Lender’s, Agent’s or any Agent’s of such Agents’ employees or representatives gross negligence or willful misconductmisconduct or in connection with any dispute or matter not involving an act or omission by Borrower. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to LenderLenders.

Indemnification; Exculpation. Borrower Borrowers shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between a Borrower and a third party, or (iii) any contention that any Borrower has failed to comply with any law, rule, regulation, order or directive applicable to any Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Borrowers’ Obligations to Lender.

Indemnification; Exculpation. Borrower The Company shall pay and protect, defend and indemnify Lender the Purchaser and Lenderthe Purchaser’s employees, officers, directorsmanagers, shareholdersmembers, affiliates, correspondents, agents and representatives (other than Lenderthe Purchaser, collectively “Agents”) against, and hold Lender the Purchaser and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ fees and costs) and other amounts reasonably incurred by Lender the Purchaser and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower the Company has failed to comply with any law, rule, regulation, order or directive applicable to Borrowerthe Company’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lenderthe Purchaser’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrowerthe Company’s Obligations obligations to Lenderthe Purchaser pursuant to the Loan Documents. For the avoidance of doubt, this Section 7.8 shall not apply to any claims, losses or expenses arising out of the Distribution Agreement.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconductmisconduct or breach of this agreement. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Each Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between any Borrower and a third party, or (iii) any contention that any Borrower has failed to comply with any law, rule, regulation, order or directive applicable to such Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Borrowers’ Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages (excluding any special, punitive or consequential damages), losses, expenses (including, without limitation, reasonable attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations 's obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender each Lender, Agent and Lendereach Lenders’ and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender each Lender, Agent and each of such Agent Agents harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender each Lender, Agent and each of such AgentAgents, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third partyparty (other than a Lender), or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lenderany Lenders’, Agent’s or any Agent’s of such Agents’ gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to LenderLenders.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s Agents gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, reasonable attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely principally as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconductmisconduct or breach of this Agreement. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.

Indemnification; Exculpation. Borrower and each other Loan Party shall pay and protect, defend and indemnify Lender each Lender, Agent and each Lender’s and Agent’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender each Lender, Agent and each of such Agent Agents harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender each Lender, Agent and each of such AgentAgents, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower or another Loan Party and a third party, or (iii) any contention that Borrower or another Loan Party has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s its business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of any Lender’s, Agent’s or any Agent’s of such Agents’ gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to LenderLenders.

Indemnification; Exculpation. Borrower and each Guarantor shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing to the extent incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. misconduct This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

Indemnification; Exculpation. Borrower shall pay and protect, defend and indemnify Lender and Lender’s 's employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “"Agents”") against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ ' fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, Documents or (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s 's business; providedPROVIDED, howeverHOWEVER, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s 's or any Agent’s 's gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s 's Obligations to Lender.